SECOND AMENDMENT TO FOREIGN CUSTODY MANAGER AGREEMENT

Exhibit (g)(2)(iii)

SECOND AMENDMENT

TO

FOREIGN CUSTODY MANAGER AGREEMENT

This second amendment (the “Amendment”) to Foreign Custody Manager Agreement is made as of the 22nd day of September, 2009 by and between AQR Funds, on behalf of each Fund listed on Annex I, and The Bank of New York Mellon.

WHEREAS, the parties hereto have entered into a Foreign Custody Manager Agreement dated as of December 2, 2008, as amended and as in effect prior to giving effect to this Amendment (the “Agreement”); and

WHEREAS, the parties hereto wish to amend Annex I of the Agreement in order to revise the list of funds covered by the Agreement.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. AMENDMENT OF ANNEX I. Annex I of the Agreement is hereby amended by deleting it in its entirety and replacing it with the Annex I attached hereto.

2. Except as modified hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

THE BANK OF NEW YORK MELLON
By:		/s/    Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx Title: Managing Director

AQR FUNDS
By:		/s/    Xxxxx Xxxxx
		Name: Xxxxx Xxxxx Title: President

ANNEX I

(Amended as of September 22, 2009)

Name of Series		Tax Identification
AQR Global Equity Fund
AQR International Equity Fund
AQR International Small Cap Fund
AQR Emerging Markets Fund
AQR Equity Plus Fund
AQR Small Cap Core Fund
AQR Small Cap Growth Fund
AQR Diversified Arbitrage Fund
AQR Momentum Fund
AQR Small Cap Momentum Fund
AQR International Momentum Fund
AQR Managed Futures Strategy Fund